BILATERAL NON-DISCLOSURE AGREEMENT

This Bilateral Non-Disclosure Agreement (“Agreement”) is entered into as of the date of purchase (“Effective Date”) by and between:

Sinister Printworks LLC, a Kansas limited liability company with its principal place of business in Junction City, Kansas (“Service Provider”); and

The purchasing Customer, as identified by their account and order information (“Client”).

Service Provider and Client are collectively referred to as the “Parties” and individually as a “Party.”

Recitals

WHEREAS, Client desires to engage Service Provider for 3D printing and manufacturing services that may require the disclosure of confidential and proprietary information; and

WHEREAS, both Parties recognize the need to protect such confidential information from unauthorized disclosure; and

WHEREAS, the Parties desire to establish the terms and conditions under which confidential information will be protected;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Confidentiality Fee paid by Client, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

“Confidential Information” means any and all non-public information disclosed by either Party to the other Party in connection with the manufacturing project, whether disclosed orally, in writing, electronically, or in any other form, including but not limited to:

• Design files (STL, 3MF, STEP, OBJ, and all other digital design formats);
• Technical specifications, dimensions, tolerances, and engineering data;
• Product designs, prototypes, and iterations thereof;
• Manufacturing parameters, processes, and techniques specific to the project;
• Business strategies, product launch plans, and market information;
• Customer lists, supplier information, and financial data;
• Any information marked or designated as “confidential,” “proprietary,” or similar;
• Any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure;
• The existence of the business relationship and the nature of the project itself.

2. Exclusions from Confidential Information

Confidential Information shall not include information that the Receiving Party can demonstrate:

• Was publicly known at the time of disclosure through no fault of the Receiving Party;
• Becomes publicly known after disclosure through no breach of this Agreement;
• Was already in the Receiving Party’s lawful possession prior to disclosure, as evidenced by written records;
• Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information;
• Is rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

3. Obligations of the Parties

Each Party agrees to:

• (a)Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
• (b)Use the Confidential Information solely for the purpose of fulfilling the manufacturing order and not for any other purpose;
• (c)Protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• (d)Limit access to Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein;
• (e)Not reverse engineer, disassemble, decompile, or otherwise attempt to derive the design, structure, or underlying ideas from any Confidential Information;
• (f)Not create, publish, share, or distribute any photographs, videos, timelapses, social media posts, marketing materials, or other content depicting, referencing, or relating to the Client’s project, designs, or manufactured products;
• (g)Promptly notify the Disclosing Party in writing of any unauthorized disclosure or use of Confidential Information of which it becomes aware.

4. Term and Duration

This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of five (5) years from the date of the last disclosure of Confidential Information, unless earlier terminated by mutual written agreement of the Parties. The obligations of confidentiality shall survive any expiration or termination of this Agreement for the full duration specified herein.

5. Return and Destruction of Materials

Upon completion of the manufacturing order or upon written request by the Disclosing Party, the Receiving Party shall promptly:

• Return all physical materials containing Confidential Information;
• Permanently delete all digital files containing Confidential Information, including design files, slicer configurations, and any derivative files;
• Purge all Confidential Information from manufacturing equipment, cloud storage, local storage, and backup systems;
• Provide written certification of such return or destruction upon request.

Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy solely for legal compliance and dispute resolution purposes, provided such copy remains subject to the confidentiality obligations of this Agreement.

6. Compelled Disclosure

If a Receiving Party is compelled by law, regulation, or legal process (including but not limited to subpoena, court order, or government investigation) to disclose Confidential Information, the Receiving Party shall:

• Provide prompt written notice to the Disclosing Party to the extent legally permitted, to allow the Disclosing Party to seek a protective order;
• Cooperate with the Disclosing Party’s efforts to resist or limit disclosure;
• Disclose only the minimum Confidential Information required to satisfy the legal obligation.

7. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.

The prevailing Party in any legal action to enforce this Agreement shall be entitled to recover reasonable attorney’s fees and costs of litigation from the non-prevailing Party.

8. Confidentiality Fee & Pricing

The Confidentiality Fee is charged as consideration for Sinister Printworks’ enhanced confidentiality obligations, including but not limited to: restricted access protocols, accelerated file deletion, prohibition on content creation, and the administrative burden of maintaining confidentiality compliance.

The Confidentiality Fee is non-refundable once the Agreement is executed. The fee is added as a separate line item during checkout.

9. No License or Transfer of Rights

Nothing in this Agreement grants either Party any license, right, title, or interest in any intellectual property, trade secrets, or other proprietary rights of the other Party. All rights not expressly granted herein are reserved by the respective Party.

10. General Provisions

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to conflict of law provisions. Venue for any disputes shall be in the state or federal courts of Geary County, Kansas or the District of Kansas.
• Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior negotiations, representations, or agreements relating thereto.
• Amendment: This Agreement may not be amended or modified except by a written instrument signed by both Parties.
• Severability: If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any provision shall constitute a continuing waiver of that or any other provision. Failure to enforce any provision shall not constitute a waiver of the right to enforce it.
• Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets.
• Counterparts: This Agreement may be executed electronically and in counterparts, each of which shall constitute an original.